Clearnet Communications Inc. Unit Offering Raises Cdn. $245,000,000 Brings Total Capital Raised In Past 14 Months To Cdn. $390,000,000.PICKERING, Ontario--(BUSINESS WIRE)--Dec. 7, 1995--CLEARNET COMMUNICATION(TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). , ME: NET.A NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CLNTF) Clearnet Communications Inc. announced today it has entered into an underwriting agreement Underwriting agreement The contract between a corporation issuing new publicly offered securities and the managing underwriter as agent for the underwriting group. Compare to agreement among underwriters. to raise gross proceeds of approximately U.S. $180,000,000 (approximately Cdn. $245,000,000) from the sale of units (the "Units") consisting of senior discount notes due Dec. 15, 2005, with warrants to purchase Class A non-voting shares representing 3.66 percent of the outstanding shares fully diluted, (including all options and these warrants). As a result of significant investor demand, the offering was increased in size by U.S. $30 million (approximately Cdn. $41 million) from Clearnet's original expectations and previous announcements. The closing is scheduled for Monday, Dec. 11, 1995. The notes were priced at 49 percent of the principal amount of U.S. $367,000,000 (about Cdn. $500,000,000 to yield 14.75 percent). The notes provide for the payment of cash interest to commence with the first semi-annual payout in arrears on June 15, 2001. No principal payments on the notes are due prior to maturity in 2005. The Warrants are exerciseable anytime after June 15, 1996 at U.S. $16.36 (about Cdn. $22.30). Upon completion of this financing, Clearnet will have total cash and marketable securities Marketable Securities Very liquid securities that can be converted into cash quickly at a reasonable price. Notes: Marketable securities are very liquid as they tend to have maturities less than one year, and the rate at which these securities can be bought or sold has of approximately Cdn. $285 million. In addition, Clearnet's wholly owned operating subsidiary, Clearnet Inc., has an unutilized senior bank credit facility of Cdn. $125 million. Upon completing this Unit financing next week, Clearnet will cancel approximately Cdn. $100 million of this bank credit facility. Proceeds of the Unit offering will be used for the development of Clearnet's Canadian all-digital wireless communications networks and general corporate purposes. This includes the continuing build-out of its Enhanced Specialized Mobile Radio See SMR. (ESMR ESMR Enhanced Specialized Mobile Radio ESMR Extended Specialized Mobile Radio (Nextel) ESMR Expert Systems Message Router ESMR Electrically/Electronically Scanned/ing Microwave Radiometer ESMR Engine Starter Motor Relay ) network underway in the Windsor, Ontario to Quebec City, Quebec corridor (including Toronto and Montreal), as well as future expansion of ESMR networks in Western Canada. The proceeds may also be used to fund initial costs related to implementation of Personal Communications Services See PCS. (PCS (1) (Personal Communications Services) Refers to wireless services that emerged after the U.S. government auctioned commercial licenses in 1994 and 1995. This radio spectrum in the 1. ), if Clearnet is granted a PCS licence by Industry Canada, the applicable Canadian government wireless regulatory and licensing authority. According to George Cope, President and Chief Executive Officer of Clearnet, "This financing represents a leading example of new economy financing. The capital market has made a strong positive statement about the future of Clearnet as Canada's third major wireless service provider." According to Robert McFarlane, Clearnet's Vice President and Chief Financial Officer, "The Unit offering is an important component of Clearnet's financial strategy. As a result, Clearnet has now raised over Cdn. $390 million in capital in the past 14 months in addition to the $100 million of the unutilized senior bank credit facility to be canceled next week. "Clearnet has now completely pre-funded the build-out and operation of its ESMR network in Ontario and Quebec for the next couple of years. In addition, Clearnet now has surplus capital available for the future build-out of its systems in western Canada and to fund initial costs relating to the implementation of a PCS system should the Company be awarded a PCS licence." The lead manager for the Unit offering was Morgan Stanley & Co. Incorporated. Merrill Lynch & Co., Prudential Securities Incorporated, PaineWebber Incorporated, and CIBC Wood Gundy CIBC Wood Gundy was created in 1988 with the purchase of Wood Gundy Inc. by CIBC. CIBC Wood Gundy is a division of CIBC World Markets. Canadian Imperial Bank of Commerce Chief Executive Officer: Gerald T. McCaughey | FY 2006 Statistics: Net income: $2. Securities Corp. acted as co-managers of the offering. Clearnet is a Canadian controlled wireless communications company servicing over 40 cities across Canada. Clearnet plans to complete full digital ESMR coverage of the Windsor through Quebec City corridor by mid 1996. Once completed, the ESMR network will, for the first time in Canada Canada is divided into six time zones and ranks third among countries with respect to number of time zones, after Russia (eleven) and the United States (nine). The province of Saskatchewan has a law making daylight saving time (DST) permanent (The Time Act, 1966 - Statutes of , integrate mobile telephone, text messaging (paging), dispatch (group calling) and mobile data, all on one network, all accessible to users through just one handset. Clearnet has also applied to Industry Canada, the applicable Canadian government regulatory and licensing authority, for one of up to three Canadian national 30 MHz (MegaHertZ) One million cycles per second. It is used to measure the transmission speed of electronic devices, including channels, buses and the computer's internal clock. A one-megahertz clock (1 MHz) means some number of bits (16, 32, 64, etc. PCS licences in the 2 GHz range. PCS licences are expected to be awarded by the end of 1995 pursuant to Industry Canada's comparative licensing process. A copy of the prospectus may be obtained from Morgan Stanley & Co. Incorporated. CONTACT: Clearnet Communications Inc. Robert McFarlane, 905/837-3007 (Phone) investorrelations@clearnet.com (Internet) INDUSTRY KEYWORD: TELECOMMUNICATIONS COMED REPEATS: New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of 212-575-8822 or 800-221-2462; Boston 617-236-4266 or 80 |
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